-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HMk2qrI7dNjLdgramRkdgLb3YbePQcIx5/TZ3U/BZCK4y4kMc0PZW+/t4cCmOu1N amrn+yjUn33EGPzPuz6Fsw== 0000899983-99-000017.txt : 19991101 0000899983-99-000017.hdr.sgml : 19991101 ACCESSION NUMBER: 0000899983-99-000017 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19991029 GROUP MEMBERS: GOTHAM INTERNATIONAL ADVISORS,L.L.C. GROUP MEMBERS: GOTHAM PARTNERS II, L.P. GROUP MEMBERS: GOTHAM PARTNERS III, L.P. GROUP MEMBERS: GOTHAM PARTNERS LP /NY/ GROUP MEMBERS: GOTHAM PARTNERS, L.P. GROUP MEMBERS: KARENINA PROPERTIES, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LANDMARK LAND CO INC/DE CENTRAL INDEX KEY: 0000749028 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED [6036] IRS NUMBER: 770024129 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-35384 FILM NUMBER: 99737145 BUSINESS ADDRESS: STREET 1: 100 CLOCK TOWER PLACE STE 200 CITY: CARMEL STATE: CA ZIP: 93923 BUSINESS PHONE: 4086254060 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GOTHAM PARTNERS LP /NY/ CENTRAL INDEX KEY: 0000899983 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 363593298 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 110 EAST 42ND ST 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2122860300 MAIL ADDRESS: STREET 1: 110 EAST 42 ND ST 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SC 13D/A 1 SCHEDULE 13D (Amendment No. 9) Under the Securities Exchange Act of 1934 Landmark Land Company, Inc. (Name of Issuer) Common Stock, $0.50 par value (Title of class of securities) 515062107 (CUSIP Number) Morris Orens, Esq. Shereff, Friedman, Hoffman & Goodman, LLP 919 Third Avenue New York, New York 10022 (212) 758-9500 (Name, address and telephone number of person authorized to receive notices and communications) October 29, 1999 (Date of event which requires filing of this statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d- 1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with the statement [ ]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D CUSIP No. 515062107 Page 2 of 7 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Gotham Partners, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x] GROUP* (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ] IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF 7 SOLE VOTING POWER SHARES 3,154,683 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 3,154,683 PERSON WITH 10 SHARED DISPOSITIVE POWER 100,000 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,254,683 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 40.68 % 14 TYPE OF REPORTING PERSON* PN SCHEDULE 13D CUSIP No. 515062107 Page 3 of 7 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Karenina Properties, LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x] GROUP* (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ] IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF 7 SOLE VOTING POWER SHARES 1,313,680 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 100,000 9 SOLE DISPOSITIVE POWER REPORTING 1,313,680 PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,413,680 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.67% 14 TYPE OF REPORTING PERSON* OO SCHEDULE 13D CUSIP No. 515062107 Page 4 of 7 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Gotham Partners III, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x] GROUP* (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ] IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF 7 SOLE VOTING POWER SHARES 36,787 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 36,787 PERSON WITH 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 36,787 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .46% 14 TYPE OF REPORTING PERSON* PN SCHEDULE 13D CUSIP No. 515062107 Page 5 of 7 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Gotham International Advisors, L.L.C. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x] GROUP* (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ] IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER SHARES 88,660 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 88,660 PERSON WITH 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 88,660 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.11% 14 TYPE OF REPORTING PERSON* OO;IA Page 6 of 7 Pages To the extent set forth herein, this Amendment No. 9 amends and supplements the statement on Schedule 13D, as amended by amendment nos. 1, 2, 3, 4, 5, 6, 7 and 8 (the "Statement"), filed by the Gotham Partners, L.P. ("Gotham"), Karenina Properties, LLC ("Karenina Properties") and Gotham Partners II, L.P. ("Gotham II" and collectively with Gotham, the "Funds"), relating to the Common Stock, $0.50 par value ("Common Stock" or "Shares"), of Landmark Land Company, Inc., a Delaware corporation (the "Company"). Capitalized terms used herein and not defined herein shall have the meanings given to them in the Statement. Item 5 Interest in Securities of the Issuer Item 5 is hereby amended to give effect to transactions in Item 2. c) Amendment No. 8 to the statement on Schedule 13D incorrectly reported that the transactions during the last sixty days were effected through open-market purchases, but rather they were effected through privately negotiated transactions. Page 7 of 7 Pages After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. October 29, 1999 GOTHAM PARTNERS, L.P. By: Section H Partners, L.P. its general partner By: Karenina Corporation, a general partner of Section H Partners, L.P. By: /s/ William A. Ackman William A. Ackman President KARENINA PROPERTIES, LLC By: /s/ William A. Ackman William A. Ackman Manager GOTHAM PARTNERS III, L.P. By: Section H Partners, L.P. its general partner By: Karenina Corporation, a general partner of Section H Partners, L.P. By: /s/ William A. Ackman William A. Ackman President GOTHAM INTERNATIONAL ADVISORS, L.L.C. By: /s/ William A. Ackman William A. Ackman Senior Managing Member -----END PRIVACY-ENHANCED MESSAGE-----